- Current report filing (8-K)
August 23 2010 - 11:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 2010
TradeStation Group, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Florida
|
|
000-31049
|
|
650977576
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
(File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
8050 SW 10th Street, Suite 4000, Plantation, Florida
|
|
33324
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (954) 652-7000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01 Entry into a Material Definitive Agreement.
On August 23, 2010, TradeStation Technologies, Inc. (Technologies), a wholly-owned subsidiary of TradeStation Group, Inc. (the
Company), entered into an Asset Purchase Agreement (the Asset Purchase Agreement) with RINA Technologies, LLC (RINA), pursuant to which Technologies acquired the
Portfolio Maestro
Portfolio
Testing software technology and certain other assets relating to RINAs business (collectively, the Assets). The total purchase price for the Assets was $5,000,000, with $4,208,000 paid in cash and the balance paid in
newly-issued shares of common stock of the Company in an amount equal to $792,000 divided by the average of the closing prices of the Companys common stock during the five days immediately preceding the closing date, or 136,224 shares.
Item 3.02 Unregistered Sales of Equity Securities.
On August 23, 2010, the Company issued 136,224 shares of its common stock (calculated by dividing $792,000 by the average of the closing prices of
the Companys common stock during the five trading days immediately preceding such date, or by $5.81) as part of the consideration paid for the Assets pursuant to the Asset Purchase Agreement described in Item 1.01 above. Such shares of
common stock were issued pursuant to the exemption from registration requirements provided by Section 4(2) of the Securities Act of 1933, as amended (the Securities Act). The sale of such shares was made to RINA, which
simultaneously distributed the shares to two of its beneficial owners in accordance with the Asset Purchase Agreement, all of whom represented to the Company that they are accredited investors. Subsequent transfers of such shares are restricted in
accordance with the requirements of the Securities Act (including the applicable provisions of Rule 144), such shares were issued with restrictive securities legends thereon and the Company directed its transfer agent to place a stop transfer order
with respect to such shares. Furthermore, all of such persons were provided with all information relating to the business, finances and operations of the Company which was requested by them and otherwise had access to the Companys filings with
the Securities and Exchange Commission.
Item 8.01 Other Events.
The Company issued a press release on August 23, 2010 announcing Technologies acquisition of the Assets. A copy of the press release is
attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
|
|
|
Exhibit No.
|
|
Description
|
|
|
10.1
|
|
Asset Purchase Agreement, dated as of August 23, 2010, between TradeStation Technologies, Inc. and Rina Technologies, LLC
|
|
|
99.1
|
|
Press Release dated August 23, 2010
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
TradeStation Group, Inc.
|
|
|
|
|
Date: August 23, 2010
|
|
|
|
By:
|
|
/s/ David H. Fleischman
|
|
|
|
|
|
|
|
|
Name:
David H. Fleischman
Title:
Chief Financial Officer,
Vice President of Finance and Treasurer
|
3
Exhibit Index
|
|
|
Exhibit No.
|
|
Description
|
|
|
10.1
|
|
Asset Purchase Agreement, dated as of August 23, 2010, between TradeStation Technologies, Inc. and Rina Technologies, LLC
|
|
|
99.1
|
|
Press Release dated August 23, 2010
|
Tradestation Grp. (MM) (NASDAQ:TRAD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tradestation Grp. (MM) (NASDAQ:TRAD)
Historical Stock Chart
From Jul 2023 to Jul 2024